<PAGE>
DEFINITIVE PROXY MATERIAL
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitve Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMERCIAL FEDERAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CAI CORPORATION
------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(1)(2) or
Item 22(a)(2) of Schedule 14A.
[X] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
<TABLE>
<CAPTION>
TITLE OF EACH
CLASS OF PROPOSED
SECURITIES AGGREGATE NUMBER MAXIMUM
TO WHICH OF SECURITIES TO PRICE AGGREGATE AMOUNT
TRANSACTION WHICH TRANSACTION PER VALUE OF OF FILING
APPLIES APPLIES SHARE TRANSACTION FEE
- ------------- ----------------- ----- ----------- ----------
<S> <C> <C> <C> <C>
</TABLE>
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
$500 Fee Paid on September 14, 1995
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
Schedule 14A
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(3) Filing Party:
Same as above
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(4) Date Filed:
September 14, 1995
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<PAGE>
CAI CORPORATION
12770 Colt Road, Suite 902 o Dallas, Texas 75251
214-991-7720 o Fax: 214-991-8922
YOU DESERVE A CHANCE TO
MAXIMIZE THE VALUE OF YOUR
COMMERCIAL FEDERAL SHARES
October 4, 1995
Dear Fellow Stockholder:
CAI Corporation is the largest holder of Commercial Federal Corporation's
common stock. CAI believes that its interests are identical to your own -- to
maximize the value of our mutual investment in the Company. We have long been
convinced that THE BEST WAY TO ACHIEVE THIS GOAL IS TO ACTIVELY PURSUE A SALE
OR MERGER OF THE COMPANY. But for more than two years, CFC's Board of
Directors has repeatedly refused CAI's requests to seriously explore such an
alternative.
NOW IS THE TIME TO MERGE
We believe that many factors have come together to create a unique window
of opportunity for financial institutions such as CFC to maximize stockholder
value. These factors include:
o The significant and UNPRECEDENTED CONSOLIDATION CURRENTLY UNDERWAY IN
THE BANKING INDUSTRY.
o The HISTORICALLY HIGH PRICES CURRENTLY BEING OFFERED BY BANK ACQUIRORS
in relation to target institutions' earnings and book values.
o Current high valuations of bank stocks--which make it easier for
acquirors to pay a higher price to the stockholders of financial institutions
being acquired.
o The recognition by many large bank holding companies that achieving
efficiency, revenue growth and cost savings by acquiring other banks and
thrifts is a strategic imperative.
All of us, as stockholders of CFC, are fortunate that CFC IS AN ATTRACTIVE
ACQUISITION CANDIDATE in this active merger and acquisition environment. We
think CFC's Board of Directors should be doing everything possible to give
you the opportunity to receive a premium for your shares. We urge you to join
with us in letting CFC's Board know that we want them to ACT NOW IN SEEKING TO
MAXIMIZE THE VALUE OF OUR MUTUAL INVESTMENT IN CFC.
<PAGE>
THE RISKS OF CONTINUED INDEPENDENCE
There can be no assurance that this unique window of opportunity to
maximize value through a sale or merger will last much longer. When the
window of opportunity closes, CAI believes the value of your CFC shares could
decline dramatically. It is apparent to us that:
o There is NO GUARANTEE THAT ACQUIRORS IN THE FUTURE WILL PAY THE HIGH
PREMIUMS being offered at the present time.
o In the future, acquirors will be less inclined to offer significant
premiums for traditional branch networks such as that operated by CFC.
o The average return on assets for thrift institutions like CFC is
significantly lower than the average return on assets for commercial banks.
o In order for thrifts such as CFC to remain profitable, they must enter
new business lines and compete effectively with commercial banks. This
requires substantial upfront costs and can be a risky proposition.
WE DON'T THINK CFC SHOULD TAKE THESE RISKS WHEN A MERGER WITH A COMMERCIAL
BANK COULD BE A "WIN, WIN" FOR EVERYONE.
Many banks and thrifts far larger than CFC -- including Midlantic, Fourth
Financial, Bank South and Metropolitan Financial -- have recognized the
perils of continued independence in this era of consolidation. All of these
institutions have recently agreed to merge with larger institutions in
tax-free stock for stock transactions where their stockholders will be able
to share in the growth opportunities of the combined company. Despite this,
WE SEE NO EVIDENCE THAT YOUR BOARD OF DIRECTORS HAS EVEN CONSIDERED THE
SIGNIFICANT BENEFITS WHICH COULD BE AFFORDED BY A MERGER OF CFC with a larger
bank holding company.
YOU CAN PROTECT YOUR INVESTMENT
If you agree that pursuit of a sale or merger of CFC is in your best
interests, and that the risks associated with continued independence are too
great, you can TAKE DECISIVE ACTION NOW BY SIGNING, DATING AND SENDING IN
YOUR BLUE PROXY CARD TODAY. CAI's nominees are well qualified to be Board
members and have broad experience in financial services. Remember, CAI is
only seeking two out of nine seats on the CFC Board of Directors and your
support for a resolution requesting the Board to seek a sale or merger. We
are not seeking to control the Board or to purchase the Company -- we merely
wish to MAXIMIZE THE VALUE OF CFC SHARES FOR ALL SHAREHOLDERS.
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<PAGE>
CFC'S BOARD: BUSINESS AS USUAL
In what we see as a last-minute effort to deflect attention from the real
issue being presented to CFC stockholders -- whether concrete action should
be taken now to seek a sale or merger of CFC -- the CFC Board has put forth
its own resolution. In this resolution, the Board asks stockholders to ask
the Board to evaluate the strategic alternatives available to the Company,
which the Board then claims it has been doing anyway. This sounds like a lot
of wasted motion to us.
In our view, the Board's resolution is really nothing more than an effort
to continue "business as usual"--it contains no commitment to pursue a sale
or merger of the Company. If you want to SEND A STRONG AND CLEAR MESSAGE TO
YOUR BOARD OF DIRECTORS THAT YOU WANT THEM TO ACTIVELY PURSUE A SALE OR
MERGER OF CFC NOW, vote FOR CAI's Board nominees, FOR CAI's "Sell or Merge"
Resolution which requests the Board to seek a sale or merger and AGAINST the CFC
Board's resolution. Please sign, date and mail the enclosed BLUE proxy card
today.
We thank you for your support and interest.
On behalf of CAI Corporation
Sincerely,
/s/ Robin R. Glackin
------------------------------
ROBIN R. GLACKIN
President and Chief
Executive Officer
IMPORTANT
1. Be sure to vote on the BLUE proxy card. We urge you not to sign any
proxy card which is sent to you by CFC, even as a protest vote against
the Board of Directors. Remember, each properly executed proxy you
submit revokes all prior proxies.
2. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for your account and
direct him to vote on the BLUE proxy card "FOR" CAI's nominees, "FOR"
CAI's Sell or Merge Resolution and "AGAINST" the CFC Board's
resolution.
3. If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
(CALL TOLL-FREE (800) 223-2064)
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